NON-COMPETITION AND CONFIDENTIALITY AGREEMENT

J. George Mikelsons ("Mikelsons") and ATA Holdings Corp. ("ATA Holdings"), together with ATA Holdings’ subsidiaries ATA Airlines, Inc. (“ATA Airlines”), Ambassadair Travel Club, Inc., ATA Leisure Corp., Amber Travel, Inc., American Trans Air Execujet, Inc., ATA Cargo, Inc., and C8 Airlines, Inc. (collectively, ATA Airlines and the other subsidiaries of ATA Holdings identified above shall be referred to as the “ATA Subsidiaries” and ATA Holdings and the ATA Subsidiaries collectively shall be referred to as the “ATA Group”), hereby execute this Non-Competition and Confidentiality Agreement ("Agreement"), and enter into this Agreement effective as of the 31 ^st of August, 2005.

In consideration of Mikelsons’ prior employment by the ATA Group and additional good and valuable consideration hereunder, Mikelsons and the ATA Group agree as follows:

1.   Definitions . For purposes of this Agreement, the following terms shall have the meanings set forth below:

a.   "Business" shall mean collectively the sale or provision of air carrier services certificated by the Federal Aviation Association or United States Department of Transportation, non-military charter and air taxi services, military charter services to the United States’ military, cargo services, travel agency services, travel club services, wet leasing or any other businesses conducted by any member of the ATA Group as such business of each member of the ATA Group existed at any time prior to or exists upon the Commencement Date of this Agreement.

b.   “Commencement Date” shall mean September 1, 2005.

c.   "Confidential Information" shall mean any proprietary, confidential or competitively-sensitive information and materials which are the property of or relate to the ATA Group or the Business of any member of the ATA Group. Confidential Information shall include without limitation all information and materials, whether or not reduced to writing or other tangible medium of expression, created by, provided to or otherwise disclosed to Mikelsons in connection with Mikelsons’ employment with any member of the ATA Group or continued interim service as the non-executive Chairman of the Board of ATA Holdings Corp. (excepting only information and materials already known by the general public), including without limitation (i) trade secrets, (ii) the names and addresses of any member of the ATA Group's past, present or prospective customers or business contacts, and all information relating to such customers or business contacts, regardless of whether such information was supplied or produced by any member of the ATA Group or such customers or business contacts; (iii) the terms of employment between any member of the ATA Group and its employees; (iv) proprietary information regarding or with respect to any member of the ATA Group’s services, products, prices, pricing methods, fees, costs, processes, training materials, financing sources, marketing plans or techniques, business plans, operational strategies and tactical plans; and (v) the financial condition and operating results of any member of the ATA Group.

d.   “Expiration Date” shall mean August 31, 2008.

e.   “Non-Compete Payments” shall mean the annual aggregate gross sum of $200,000, payable in each of the final two years of the Non-Compete Term (as defined herein). The parties agree and acknowledge that for the first twelve (12) months of the Non-Compete Term, Mikelsons shall receive certain severance payments from the ATA Group under that certain Severance Agreement dated August 31, 2005 between Mikelsons and each member of the ATA Group respectively (the “Severance Agreement”) and that such severance payments are additional consideration to Mikelsons for the agreements, covenants, obligations and restrictions under this Agreement.

f.   “Non-Compete Term” shall mean that thirty-six (36) month period beginning on the Commencement Date and extending through and ending on the Expiration Date.

g.   "Territory" shall mean (i) the geographic area of the continental United States plus the State of Hawaii plus any geographic area within a 100 mile radius of any destination in the world to which any member of the ATA Group has flown commercial airline passengers at any time prior to the Commencement Date; (ii) the geographic area of the continental United States plus the State of Hawaii plus any geographic area within a 50 mile radius of any destination in the world to which any member of the ATA Group has flown executive charter passengers within one year prior to the Commencement Date; (iii) the geographic area of the continental United States plus the State of Hawaii plus any geographic area within a 100 mile radius of any destination in the world to which any member of the ATA Group has flown United States’ military charters at any time prior to the Commencement Date; and (iv) any additional geographic areas in which any member of the ATA Group sold or solicited or marketed the sale of any aspect of its Business within one year prior to the Commencement Date. The parties acknowledge and agree that the Business of the ATA Group collectively is generally located at least within the Territory, extends throughout the Territory and is not limited to any particular region of the Territory.

2.   Authority .   ATA Holdings and each member of the ATA Subsidiaries, respectively, is the subject of a case under chapter 11 of the United States Bankruptcy Code pending in the United States Bankruptcy Court, Southern District of Indiana, Indianapolis Division (the “Bankruptcy Court”), jointly administered under case number 04-19866 (collectively, the “Bankruptcy Cases;” individually, a “Bankruptcy Case”). The parties agree and acknowledge that (i) this Agreement is being entered into pursuant to an Order of the Bankruptcy Court dated August 25, 2005, approving generally the terms of this Agreement (the “Order”); and (ii) the counsel for the Official Committee of Unsecured Creditors appointed in the chapter 11 cases of the ATA Group, shall have the right to review the terms hereof to confirm that such terms are consistent with the Order.

3.   Acknowledgments . Mikelsons acknowledges and agrees that in connection with Mikelsons’ employment with the members of the ATA Group, respectively, Mikelsons (a) directed, developed, received, participated and engaged in all proprietary information involving, concerning or relating to the Business, (b) established business relationships or had contact with the customers, prospective customers, regulatory agencies, airport authorities and others who do business with the ATA Group, and/or (c) had access to, generated or otherwise came into contact with or become aware of Confidential Information, including without limitation, Confidential Information concerning the operations of each member of the ATA Group, including the requirements, habits and/or preferences of the regulatory agencies, airport authorities and customers of each member of the ATA Group. Mikelsons therefore acknowledges and agrees to the restrictions set forth in Sections 4, 6 and 7 of this Agreement are reasonably necessary to protect the legitimate business interests of the members of the ATA Group

4 .   Use; Confidentiality . Mikelsons acknowledges and agrees that Confidential Information is the property of the ATA Group and its customers, and that Mikelsons has no ownership rights in Confidential Information. Mikelsons (a) shall not directly or indirectly disclose, use or exploit any Confidential Information for Mikelsons’ own benefit or for the benefit of any person or entity, other than the ATA Group at any and all times up to and through the Expiration Date; and (b) shall hold Confidential Information in trust and confidence, and use all reasonable means to assure that it is not directly or indirectly disclosed to or copied by unauthorized per